Item
8.01 Other Events.
On
December 5, 2022, Belong Acquisition Corp. (the “Company”) issued a press release announcing that the special meeting of
its stockholders (the “Special Meeting”) originally scheduled for Wednesday, December 7, 2022, is being postponed to
Wednesday, December 14, 2022. At the Special Meeting, stockholders will be asked to vote on the following proposals: (1) a proposal
to approve an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of
Incorporation to extend the date by which the Company must consummate a business combination for six months, from January 27, 2023
(the “Original Termination Date”) to July 27, 2023 (the “Extended Date”) (the “Extension
Proposal”); (2) a proposal to approve an amendment to the Investment Management Trust Agreement dated July 22, 2021, by
and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to extend
the date on which Continental must liquidate the trust account established in connection with the Company’s initial public
offering if the Company has not completed its initial business combination, from the Original Termination Date to the Extended Date
(the “Trust Amendment Proposal” and together with the Extension Proposal, the “Proposals”); and (3) a
proposal to approve the adjournment of the Special Meeting to a later date, if necessary, under certain circumstances, including,
but not limited to, for the purpose of soliciting additional proxies in favor of the Extension Proposal and Trust Amendment
Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Proposals.
As a result of this change, the Special Meeting will now be held at
2:00 p.m., Eastern Time, on Wednesday, December 14, 2022, via a virtual meeting link at https://www.cstproxy.com/belongcapital/2022.
Also, as a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued
in the Company’s initial public offering to submit their shares for redemption in connection with the Proposals to Monday, December
12, 2022.
The
Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the
Company’s Class A common stock and Class B common stock as of the close of business on November 7, 2022, the record date for the
Special Meeting, are entitled to vote at the Special Meeting.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s stockholder approval of the Extension Proposal
and Trust Amendment Proposal, its inability to complete an initial business combination within the required time period or, and other
risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (“SEC”), including
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors”
and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Proposals. Investors and security
holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers
in the definitive proxy statement dated November 14, 2022 (the “Proxy Statement”), which may be obtained free of charge from
the sources indicated below.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposals.
This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Proposals. Stockholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902,
BLNG.info@investor.morrowsodali.com.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: December 5, 2022 |
BELONG ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Peter Saldarriaga |
| |
Name: |
Peter Saldarriaga |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
BELONG
ACQUISITION CORP. ANNOUNCES CHANGE OF SPECIAL MEETING DATE
Brookline, MA, Dec. 05, 2022 (GLOBE NEWSWIRE) -- Belong Acquisition Corp. (NASDAQ:BLNG) (the “Company”), a blank-check company
formed for the purpose of acquiring or merging with one or more businesses, today announced that the special meeting of its stockholders
(the “Special Meeting”) originally scheduled for Wednesday, December 7, 2022, is being postponed to Wednesday, December 14,
2022. At the Special Meeting, stockholders will be asked to vote on the following proposals: (1) a proposal to approve an amendment (the
“Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which
the Company must consummate a business combination for six months, from January 27, 2023 (the “Original Termination Date”)
to July 27, 2023 (the “Extended Date”) (the “Extension Proposal”); (2) a proposal to approve an amendment to
the Investment Management Trust Agreement dated July 22, 2021, by and between the Company and Continental Stock Transfer &
Trust Company, as trustee (“Continental”), to extend the date on which Continental must liquidate the trust account established
in connection with the Company’s initial public offering if the Company has not completed its initial business combination, from
the Original Termination Date to the Extended Date (the “Trust Amendment Proposal” and together with the Extension Proposal,
the “Proposals”); and (3) a proposal to approve the adjournment of the Special Meeting to a later date, if necessary, under
certain circumstances, including, but not limited to, for the purpose of soliciting additional proxies in favor of the Extension Proposal
and Trust Amendment Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Proposals.
As a result of this change, the Special Meeting will now be held at
2:00 p.m., Eastern Time, on Wednesday, December 14, 2022, via a virtual meeting link at https://www.cstproxy.com/belongcapital/2022.
Also, as a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued
in the Company’s initial public offering to submit their shares for redemption in connection with the Proposals to Monday, December
12, 2022.
The
Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the
Company’s Class A common stock and Class B common stock as of the close of business on November 7, 2022, the record date for the
Special Meeting, are entitled to vote at the Special Meeting.
Forward-Looking
Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without
limitation, uncertainties relating to the Company’s stockholder approval of the Proposals, its inability to complete an initial
business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with
the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021 under the heading “Risk Factors” and other documents the Company has filed, or will file, with the
SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The
Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Proposals. Investors and security
holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers
in the definitive proxy statement dated November 14, 2022 (the “Proxy Statement”), which may be obtained free of charge from
the sources indicated below.
No
Offer or Solicitation
This
Press Release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Proposals. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Proposals. Stockholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to the Company’s proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902,
BLNG.info@investor.morrowsodali.com.
COMPANY
CONTACT
Peter
Saldarriaga
peter@belongcapital.co